Partnership. The Act defines a partnership as the relation between people carrying on a business in common with a view of profit, and includes an external partnership and an incorporated limited partnership (s 5(1)). The term “business” includes a trade, occupation or profession (s 3). For partnerships other than ILPs, the Act provides non-exhaustive rules for determining whether a partnership exists (s 6). For example, joint tenancy or part ownership does not of itself create a partnership; sharing gross returns does not of itself create a partnership; and receipt of a share of profits is prima facie but not conclusive evidence of partnership. Specific exceptions are listed, such as receipt of a debt by instalments out of profits, remuneration of an employee by a share of profits, annuity to a spouse or child of a deceased partner, a loan with profit-linked interest (must be in writing under s 6(2)), and sale of goodwill for a share of profits (s 6(1)(c)(i)-(v)).

Firm and firm name. Partners in a partnership other than an ILP are collectively called a firm; the firm name is the name under which business is carried on in the Territory (or the name under the law of the place of formation for an external partnership) (s 8(1)). An ILP is a firm and its firm name is its registered name (s 8(2)).

Partnership property. This consists of property and any rights and interests in property originally brought into or subsequently acquired for the firm (s 24(1)). For ordinary partnerships, partners must hold and apply partnership property exclusively for the firm in accordance with the partnership agreement (s 24(2)). For ILPs, the partnership itself holds and applies its property exclusively for the partnership, and a partner does not have any legal or beneficial interest in the property merely by being a partner (s 24(5)-(6)). Property bought with partnership money is presumed to be bought on account of the firm unless the contrary intention appears (s 25).

General partner and limited partner (for ILPs). A general partner is an entity admitted as a partner and not designated as a limited partner; a limited partner is designated as such under the partnership agreement (s 3). The Act distinguishes between the two in terms of liability, management rights and duties. General partners are agents of the partnership and bind it by acts in the usual way of business (s 9(3)-(4)), while limited partners are not agents and their acts do not bind the partnership (s 64(4)-(5)).

Incorporated limited partnership (ILP). An ILP is a corporation with separate legal personality, formed under Part 3 (ss 51-52). It must be registered with the Commissioner, and its formation is conditional on meeting specified requirements, including that it is, or is intended to become, a VCLP, AFOF or VCMP as defined by Commonwealth venture capital legislation (s 55(2)). ILPs have a partnership agreement that must be in writing (s 54). The Act provides for a register of ILPs maintained by the Commissioner and open to public inspection (s 58). A certificate of registration is issued and must be displayed at the registered office (s 90).

Corresponding law. The regulations may prescribe a law of another jurisdiction that provides for limitation of partner liability as a corresponding law (s 73(1)). Any other law that substantially corresponds to the ILP provisions in the Act is also a corresponding law (s 73(2)). Partnerships formed under such laws are recognised and their partners’ liability for acts in the Territory is limited as it would be under the law of formation (s 74).

Special resolution. For an ILP, this means a resolution passed by at least 75% of the limited partners (s 3). Such resolutions are relevant for voluntary winding up (s 77(1)(b)).

Associate. Defined broadly in s 68. An associate of a general partner includes anyone with an interest in that partner, a delegate, related bodies corporate, and officers, employees, agents and security holders. An associate of a limited partner is similarly defined. An associate of an ILP includes an entity in which the partnership has an interest and related bodies corporate. The concept is relevant for safe-harbour provisions (s 67) and for the management restriction.

The Act affects a broad range of entities and persons in the Northern Territory. For ordinary partnerships (Part 2), it governs the legal relationship among partners themselves and between partners and third parties such as creditors, customers, suppliers, employees and other persons dealing with the firm. Partners in ordinary partnerships are subject to joint liability for the firm’s debts (s 13(1)) and joint and several liability for wrongful acts and misapplications (ss 14-16). Incoming and outgoing partners are also affected: an incoming partner does not become liable for pre-admission liabilities merely by admission (s 21(1)), and a retiring partner does not cease to be liable for pre-retirement liabilities unless discharged by agreement with creditors and the continuing partners (s 21(2), (5)). Creditors of the firm are affected by the rules on apparent membership (s 40) and by the ability to treat all apparent members of the old firm as still members until they have notice of a change (s 40(1)). Persons who lend money or sell goodwill in return for a share of profits are affected by the postponement of their rights in the borrower’s or buyer’s bankruptcy (s 7). The estate of a deceased partner is affected: it is not liable for debts contracted after death (s 40(3)) and the surviving partners may carry on the business subject to the estate’s right to profits or interest (s 46).

For incorporated limited partnerships (Part 3), the Act primarily affects entities that are, or intend to become, venture capital limited partnerships (VCLPs), Australian venture capital funds of funds (AFOFs) or venture capital management partnerships (VCMPs) under Commonwealth law. The application for registration may only be made in specified circumstances related to those venture capital statuses (s 55(2)). General partners in an ILP are subject to personal liability jointly with the partnership for liabilities incurred while they are general partners, but only after the partnership cannot satisfy them, unless the partnership agreement provides for greater liability (s 13(2), (4)). Limited partners benefit from limited liability but must not take part in management; they can lose that protection in certain circumstances (ss 65-66). Officers, employees and agents of the ILP and its general partners are affected by the assumptions that third parties may make about their authority (ss 86-87). The Commissioner for Consumer Affairs is responsible for registration, maintaining the register, issuing certificates, and monitoring compliance, with powers to require information and to issue winding-up certificates (ss 57-60, 78, 94). The Australian Securities and Investments Commission (ASIC) may also perform functions under Part 5.7 of the Corporations Act 2001 (Cth) as applied to ILP winding up (s 82(3)). Creditors and others dealing with an ILP are deemed to have sufficient notice of the partnership’s registered information (s 93) and can make assumptions about compliance with the partnership agreement and the authority of general partners (ss 86-87). Associates of general partners and limited partners (as defined in s 68) may also be affected by the management safe-harbour provisions (s 67). Finally, the Act affects persons who are aggrieved by the distribution of assets on voluntary winding up or winding up on certificate, who may apply to the Supreme Court for an order (ss 77(3), 81(2)).

For ordinary partnerships. The Act implies several default duties and rights that apply unless varied by agreement (s 23). Under s 28 (rules about interests and duties), partners are entitled to share equally in capital and profits and must contribute equally to losses. The firm must indemnify a partner for payments made and personal liabilities incurred in the ordinary and proper conduct of business or for preservation of the business or property. A partner who advances money beyond agreed capital is entitled to interest at 7% per annum from the date of the advance. A partner may take part in management (subject to the partnership agreement) but is not entitled to remuneration for acting in the business. A new partner may not be introduced without the consent of all existing partners. Ordinary matters may be decided by majority, but no change in the nature of the business may be made without unanimous consent. Partnership books must be kept at the place of business and partners have a right of access, inspection and copying.

Fiduciary duties are codified in ss 32-34. A partner must give accurate and complete information about the firm to the other partners (s 32(1)). A partner must account to the firm for any benefit derived without consent from a transaction concerning the partnership, or from use of partnership property, name or business connection (s 33(1)). This duty extends to transactions after dissolution by death but before complete winding up (s 33(2)). If a partner carries on a competing business without consent, they must account for and pay over all profits made in that business (s 34).

Rights on dissolution are set out in Division 4. A partner may dissolve the partnership by notice if no fixed term (s 36). Upon dissolution, each partner is entitled to have partnership property applied to pay debts and liabilities and then to have surplus applied to pay what is due to partners (s 43). The outgoing partner or estate is entitled, at option, to a share of profits attributable to the use of their share of assets or to interest at 7% per annum (s 46). The rule for distribution of assets in final settlement accounts is set out in s 48.

For incorporated limited partnerships. The rights and duties of partners are primarily governed by the partnership agreement (s 54). However, the Act imposes some mandatory duties. A limited partner must not take part in managing the partnership’s business; this prohibition cannot be varied by agreement (s 66(1), (4)). However, s 67 provides a long list of safe-harbour activities that do not constitute taking part in management, such as being employed or engaged by the partnership or a general partner, giving advice in a professional capacity, giving guarantees, enforcing rights, exercising powers under the partnership agreement, and participating in committees on specified matters (e.g. material changes, valuation methods, conflicts of interest). The limited partner also has the right to access books and records, examine the state of the business, and advise or consult with partners to the extent authorised by the partnership agreement (s 66(2)). The operation of these rights cannot be varied.

General partners have the right to manage the business. Differences on ordinary matters are decided by a majority of general partners (s 69(1)), though this may be varied by all partners’ consent (s 69(2)). A general partner has the authority to bind the partnership in the usual way of business (s 9(3)-(4)). A limited partner may transfer all or part of their interest in the partnership with consent of the general partners and agreement of the transferee (s 70(1)). The transferred replaces the transferor if the whole interest is transferred (s 70(2)). An entity may be admitted as a partner without the consent of any limited partner (s 70(4)). A general partner that becomes a limited partner remains liable for pre-change liabilities to the extent the partnership cannot satisfy them (s 71(1)). A limited partner becoming a general partner is not liable for pre-change liabilities for which they were not liable as a limited partner (s 71(2)).

On winding up, assets are to be dealt with in accordance with the partnership agreement or, if silent, distributed among partners in shares proportionate to their contributions (ss 77(2), 81(1)). A person aggrieved may apply to the Supreme Court (ss 77(3), 81(2)).

The Act creates several criminal offences, nearly all in relation to incorporated limited partnerships (Part 3). For ordinary partnerships, the Act imposes civil liability through joint and several liability provisions (ss 13, 16) but does not create criminal penalties. The main criminal offences are as follows.

Under s 59(4), each general partner in an ILP commits an offence if a statement of change in registered information is not given to the Commissioner within 7 days after the change. The maximum penalty is 20 penalty units for a natural person and 100 penalty units for a body corporate. A defence is available if the general partner proves they did not know about the contravention and had exercised reasonable precautions and appropriate diligence (s 59(5)).

Section 88 creates two offences concerning identification of the partnership on documents. If a document issued by or for the ILP in its business fails to contain the registered name ending with “An Incorporated Limited Partnership”, “L.P.” or “LP”, a general partner who knows of the contravention at the time of issue commits an offence with a maximum penalty of 100 penalty units (natural person) or 500 penalty units (body corporate) (s 88(2)). Additionally, any person who issues or authorises the issue of a non-complying document commits an offence punishable by 20 penalty units (natural person) or 100 penalty units (body corporate) (s 88(3)).

Section 89(2) provides that each general partner commits an offence if the partnership does not keep an office at its registered office, with a maximum penalty of 20 penalty units (natural person) or 100 penalty units (body corporate). A defence of lack of knowledge and reasonable precautions is available (s 89(3)). Similarly, s 90(2) penalises failure to display the certificate of registration conspicuously at the registered office, with the same penalty structure and defence.

Section 91(2) creates offences for failing to notify the Commissioner within the prescribed timeframes: within one month after becoming a VCLP, AFOF or VCMP; within 7 days after ceasing to be one; and as soon as practicable after ceasing to carry on business. The maximum penalties are 20 penalty units (natural person) or 100 penalty units (body corporate), with the same defence.

Section 94(3) imposes a maximum penalty of 100 penalty units (natural person) or 500 penalty units (body corporate) for failing to provide information required by the Commissioner for monitoring compliance. The notice must allow at least 28 days (s 94(2)). The defence of lack of knowledge and reasonable precautions is again available (s 94(4)).

Section 97(2) creates a secrecy offence for the Commissioner or persons employed or engaged in administering the Act: they must not record or disclose protected information obtained through performance of functions unless part of a Territory law function. The maximum penalty is 100 penalty units (natural person) or 500 penalty units (body corporate). Exceptions exist for consent of the information provider and disclosure to a law enforcement agency (s 97(3)). A court cannot require such a person to disclose protected information unless necessary for a Territory law (s 97(4)).

Enforcement is also possible through the winding-up provisions. Under s 78, the Commissioner may require an ILP to show cause why it should not be wound up on grounds such as ceasing to carry on business, having no limited partner, illegal purpose, registration obtained by mistake or fraud, or failing to become or ceasing to be a VCLP, AFOF or VCMP. After issuing a certificate, the Commissioner appoints a liquidator (s 80). The certificate may be reviewed by the Supreme Court within 28 days (s 79). Contraventions relating to winding up obligations (s 83) also carry penalties.

The Act expressly preserves the rules of equity and common law for partnerships, except to the extent inconsistent with the Act (s 4(1)). However, those rules do not apply to ILPs, their partners, or the relationship between them and the partnership, except as provided by the Act or another Act (s 4(2)). This means that ordinary partnerships remain subject to equitable doctrines such as fiduciary duties, while ILPs are governed exclusively by Part 3 and the partnership agreement, subject to the mandatory provisions.

Part 3 contains a supremacy clause: if Part 3 is inconsistent with a provision of Part 1 or 2 in its application to an ILP, Part 3 prevails and the inconsistent provision does not apply (s 50). This ensures that the specialised regime for ILPs overrides the general partnership rules where they conflict.

The Act interacts significantly with the Corporations Act 2001 (Cth). For winding up of an ILP, the Act declares that the winding up is an excluded matter for section 5F of the Corporations Act in relation to Part 5.7 (s 82(1)). Part 5.7 of the Corporations Act applies to an ILP as if it were a Part 5.7 body, subject to modifications: the words “or in the public interest” are inserted in s 583(c)(ii), s 583(d) is omitted, and other necessary changes are made (s 82(2)). ASIC may perform functions under the applied Part 5.7 in accordance with cross-border arrangements (s 82(3)). If ASIC is not conferred those functions, references in the applied Part to ASIC are taken to be references to the Commissioner (s 82(4)). This gives the Commissioner a role analogous to ASIC for ILP winding up.

The regulations may declare a matter dealt with in Part 3 to be an excluded matter for section 5F of the Corporations Act in relation to the whole or part of the Corporations legislation (s 96). This provides flexibility to avoid dual regulation.

The Act also connects with Commonwealth venture capital legislation. The definitions of VCLP, AFOF and VCMP refer to the Venture Capital Act 2002 (Cth) and the Income Tax Assessment Act 1936 (Cth) (s 3). Registration of an ILP is conditional on the partnership being or intending to become one of those entities (s 55(2)). Ongoing obligations require notifying the Commissioner when an ILP becomes or ceases to be a VCLP, AFOF or VCMP (s 91).

Section 22(2) provides that the revocation of a continuing guarantee on a change in firm constitution does not apply to ILPs. This means that a continuing guarantee given to or for an ILP is not automatically revoked when the ILP’s composition changes, unless the guarantee expressly states otherwise.

The charging order provisions for a partner’s separate judgment debt (s 27(2)-(3)) do not apply to ILPs. Likewise, many provisions in Part 2 are expressly disapplied to ILPs: s 26 (personal estate held as partnership property), s 28 (default rules on interests and duties), s 30 (retirement), s 31 (continuance on old terms), s 33 (accountability for private profits), s 34 (duty not to compete), s 35 (rights of assignee), and Division 4 on dissolution (s 35A). This reflects the statutory nature of ILPs and the primacy of the partnership agreement.

The Act also interacts with the Business Names Registration Act 2011 (Cth): the Commissioner may only record a firm name for an ILP if it would be eligible for registration as a business name under that Act (s 57(3)). The repeal of the Partnership Act 1891 (SA) and savings provisions ensure continuity of existing rights and liabilities (ss 100-101).

The Partnership Act 1997 received assent on 2 June 1997 and commenced on 1 July 1997 (Gaz G25, 25 June 1997, p 3). It repealed the Partnership Act 1891 (SA) in its application to the Territory (s 100) and saved existing matters (s 101). Since then, the Act has been amended by several Acts, with the most significant changes occurring in 2006 when Part 3 on incorporated limited partnerships was inserted.

The Corporations Reform (Consequential Amendments NT) Act 2001 (Act No. 17, 2001) updated references to corporations legislation (s 5, s 14, etc.). The Law Reform (Gender, Sexuality and De Facto Relationships) Act 2003 (Act No. 1, 2004) amended s 6 to replace references to “wife” with “spouse, de facto partner” (s 6(1)(c)(iii)). The Partnership Amendment (Venture Capital Funds) Act 2006 (Act No. 9, 2006) was a major amendment that restructured large parts of Part 2 (substituting ss 3-4, 5-13, 14-21, 24, 26-28, 30-35) and inserted the entire Part 3 (ss 49-96) as well as new Part 4 (Administration, ss 97-99) and renumbered Part 5. This amendment introduced the ILP regime to facilitate venture capital investment, as stated in s 49. Subsequent amendments refined these provisions. The Business Names Act 2007 (Act No. 1, 2007) amended s 57 to refer to business name eligibility. The Business Names (National Uniform Legislation) Implementation Act 2012 (Act No. 8, 2012) further updated s 57 and repealed s 61. The Justice Legislation Amendment (Penalties) Act 2010 (Act No. 12, 2010) adjusted penalty unit references in ss 59, 83, 88, 89, 90, 91, 94 and 97. The Guardianship of Adults Act 2016 (Act No. 15, 2016) amended s 39 to replace “lunatic” with “found to be mentally ill” (s 39(1)(a)). The Statute Law Revision Act 2020 (Act No. 26, 2020) made a formal amendment to s 101. General amendments of a formal nature were also made by the Interpretation Legislation Amendment Act 2018 (Act No. 22, 2018). The version as in force at 20 November 2020 consolidates all these amendments. The endnotes to the Act list the full table of amendments and the key abbreviations used.

The Act itself does not reference any particular cases, and the source text does not include any judicial interpretations. The litigation history of the Act is therefore not available from the text alone. However, the Act’s preservation of equity and common law for ordinary partnerships (s 4(1)) means that the extensive body of case law on partnership from other Australian jurisdictions and the United Kingdom continues to apply to ordinary partnerships in the Northern Territory to the extent not inconsistent. For example, concepts such as fiduciary duties, the scope of apparent authority, and the tests for determining partnership existence (s 6) are heavily litigated in other contexts. For ILPs, the Act is relatively recent (Part 3 commenced in 2006) and the specific provisions on limited partner liability and management have not been the subject of extensive reported decisions in the Territory. The safe-harbour provisions in s 67 are detailed and likely to be litigated if a limited partner steps outside them. The assumption provisions in ss 86-87, which allow third parties to rely on the apparent authority of general partners, may also give rise to disputes about whether the person knew or suspected the assumption was incorrect (s 86(4)). Additionally, the Commissioner’s power to issue a certificate for winding up (s 78) and the Supreme Court’s review power (s 79) could generate litigation on grounds such as “just and equitable” (as modified by s 82(2)(a)). The defence provisions (e.g. s 59(5)) require proof of lack of knowledge and reasonable precautions, which may be tested in proceedings. Given the absence of case law in the source, practitioners must rely on general principles of statutory interpretation and analogous case law from other limited partnership regimes.

Several provisions in the Act contain traps for the unwary.

Loss of limited liability through management participation. The most critical gotcha for limited partners in an ILP is the prohibition on taking part in management (s 66(1)). This prohibition cannot be varied by the partnership agreement or any other agreement (s 66(4)). If a limited partner does take part in management and thereby causes loss or injury to a third party, the limited partner is liable as a general partner for that loss if the third party had reasonable grounds to believe the limited partner was a general partner (s 66(3)). The safe-harbour activities listed in s 67 are extensive but require careful examination. For example, giving advice in a professional capacity or advising associates is permitted (s 67(3), (8)), but participating in a committee that only considers certain enumerated proposals (s 67(9)) may be safe if authorised by the partnership agreement. Acting outside these safe harbours - for example, by directly negotiating contracts on behalf of the ILP or giving instructions to employees - could trigger personal liability.

Rigidity of key provisions. Several provisions in the ILP regime cannot be varied by agreement. Apart from s 66(4), s 67(14) provides that the safe-harbour provisions cannot be varied by the partnership agreement or by consent of the partners. The obligation to notify the Commissioner of changes within 7 days (s 59) is strict, and the defence of lack of knowledge and reasonable precautions places the evidentiary burden on the general partner. Similarly, the requirement to display the certificate of registration at all times (s 90) and to maintain a registered office open to the public during prescribed hours (s 89(4)) may be overlooked in practice.

Document identification requirements. Section 88 requires that any document issued by or for the ILP in its business must contain the registered name ending with “An Incorporated Limited Partnership”, “L.P.” or “LP”. The offence applies to the person who issues or authorises the issue (s 88(3)), as well as to a general partner who knows of the contravention (s 88(2)). This means that even a typographical omission could lead to penalties if the document goes out without the required suffix.

Notice by registration. Section 93 provides that a person dealing with an ILP is taken to have sufficient notice of the partnership’s registered information. This means that changes in general partners, registered office, or other registered details are deemed to be known to third parties once recorded in the register, even if the third party does not actually check. This could affect the liability of a former general partner who has retired but whose retirement has not been updated in the register.

Assumptions by third parties. Under ss 86-87, a third party may assume that the partnership agreement has been complied with, that a person appearing to be a general partner on the register is validly appointed and authorised, and that documents are properly executed. The partnership (or entity) cannot assert the assumption is incorrect in a proceeding relating to the dealings, unless the third party knew or suspected it was incorrect (s 86(4)). This means that internal irregularities in the partnership’s governance may be fatal to the partnership’s defence.

Liability outside the Territory. Section 72 provides that a limited partner may only be liable for an act occurring outside the Territory to the extent that they would be liable if the act had occurred in the Territory. This does not imply they have liability; it simply means that if the act had occurred in the Territory, the same rules apply. Practitioners should consider whether the law of the foreign jurisdiction might impose liability beyond what the Act provides.

Voluntary winding up requirements. The Act requires a special resolution (75% of limited partners) for voluntary winding up if the partnership agreement does not set out terms (s 77(1)(b)). Failure to obtain the correct majority could make the winding up invalid.

General partner liability for pre-change debts. A general partner who becomes a limited partner remains liable for debts incurred before the change to the extent the partnership cannot satisfy them (s 71(1)). This is not automatically discharged.

Continuing guarantees. For ordinary partnerships, a continuing guarantee is revoked by a change in the firm’s constitution unless otherwise agreed (s 22). This revocation is expressly omitted for ILPs (s 22(2)), so a guarantee given to an ILP may remain in force even after changes in partners, unless the guarantee itself says otherwise.

For ordinary partnerships. While the Act imposes fewer formal obligations on ordinary partnerships, compliance best practice includes having a written partnership agreement that addresses the default rules in s 28, including profit sharing, capital contributions, management rights, admission of new partners, and dissolution procedures. Partners should ensure that any loan or profit-sharing arrangement with a potential lender is documented in writing and signed by all parties to rely on the exclusion from partnership liability in s 6(2). When a partner retires or dies, the estate should be notified and the remaining partners should consider whether a new partnership arises under s 31 if they continue business without settlement. Notice of dissolution or retirement should be published in the Gazette and in a local newspaper to protect against liability for future debts (s 41). Guarantors should be informed of changes in the firm’s constitution, as the continuing guarantee may be revoked (s 22). Incoming partners should ensure that a novation agreement or discharge from pre-existing liabilities is obtained from creditors (s 21(5)). Partnership records should be kept at the principal place of business and be accessible to all partners (s 28(1)(j)).

For incorporated limited partnerships. Compliance begins with proper registration. The applicant must ensure that the partnership falls within one of the permitted circumstances in s 55(2) (i.e., it is, or intends to become, a VCLP, AFOF or VCMP). The application must include signatures of all partners (or proposed partners), the firm name, proposed principal office in the Territory, and full details of each partner including home addresses for natural persons, and whether they are a partnership (s 56). A written partnership agreement must be in place (s 54). Upon registration, the partnership must adopt a registerable name and must display its certificate of registration conspicuously at its registered office at all times (s 90). The registered office must be kept open during prescribed hours (s 89(4)).

Ongoing compliance includes:

• Notifying the Commissioner of any change in registered information (e.g. change of general partner, change of address) within 7 days (s 59). The statement must be signed by all general partners (or an authorised general partner) and be in the approved form.
• Ensuring all business documents (including letters, invoices, contracts, websites) contain the partnership’s registered name with the required suffix: “An Incorporated Limited Partnership”, “L.P.” or “LP” (s 88).
• Notifying the Commissioner within one month after becoming a VCLP, AFOF or VCMP, within 7 days after ceasing to be one, and as soon as practicable after ceasing to carry on business (s 91).
• If the partnership is wound up voluntarily, a notice must be given to the Commissioner within 7 days of the special resolution or the commencement of winding up (s 83(1)), and a further notice within 7 days of completion (s 83(2)).

Limited partners must strictly avoid taking part in management unless their activities fall within the safe-harbour list in s 67. They should document their participation in committees and actions as permitted by the partnership agreement to maintain the safe harbour. General partners should be aware that their liability is joint with the partnership and may be several after the partnership’s assets are exhausted (s 13(2), (4)). They should ensure that the partnership maintains adequate assets or insurance.

The partnership must respond to any information request from the Commissioner within the specified period (at least 28 days) (s 94). Any changes in the partnership’s status as a VCLP, AFOF or VCMP must be promptly reported. When dealing with third parties, the partnership should be cautious that registered information is deemed to be known (s 93); accordingly, it should maintain accurate and up-to-date records on the register. The partnership may rely on the entitlement-to-make-assumptions provisions (ss 86-87) but cannot assert assumptions are incorrect if the third party relied on them in good faith without knowledge or suspicion. Therefore, internal compliance with the partnership agreement and proper authorisation of general partners and agents is essential.

Finally, the partnership should ensure that its winding up, if necessary, follows the correct procedures: either voluntary by special resolution or agreement (s 77), or upon a certificate issued by the Commissioner (s 78). The liquidator must be appointed and the process completed within the timeframes in s 80. Registration will be cancelled by the Commissioner after winding up (s 84).